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Amended And Restated Shareholders Agreement

Amended And Restated Shareholders Agreement Template for Australia

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Key Requirements PROMPT example:

Amended And Restated Shareholders Agreement

"I need an Amended and Restated Shareholders Agreement for my Australian technology startup that's bringing in two new venture capital investors in March 2025, replacing our original shareholders agreement from 2022 while maintaining special rights for the founding team."

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Document background
The Amended And Restated Shareholders Agreement is typically used when a company needs to update its existing shareholders agreement due to significant changes in ownership structure, business operations, or regulatory requirements. This document is particularly relevant in scenarios such as new investment rounds, shareholder exits, or corporate restructuring. It consolidates all previous amendments and the original agreement into a single, comprehensive document that reflects current Australian corporate law requirements and market practices. The agreement covers crucial aspects including share transfer restrictions, management rights, dividend policies, and dispute resolution mechanisms. It's essential for Australian companies wanting to maintain clear governance structures while adapting to changing business needs and ensuring compliance with the Corporations Act 2001 and other relevant legislation.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including the company and all shareholders

2. Background: Recitals explaining the company's history, existing agreements being amended, and purpose of this amended and restated agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules for interpretation

4. Amendment and Restatement: Clause confirming this agreement amends and restates previous agreements, specifying which provisions survive

5. Share Capital and Certificates: Details of share classes, rights, and share certificate provisions

6. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution requirements

7. Management and Decision Making: Governance structure, board composition, and decision-making processes

8. Share Transfers: Rules and restrictions regarding the transfer of shares, including pre-emptive rights

9. Issue of New Securities: Process and restrictions for issuing new shares or securities

10. Financial Matters: Financial reporting requirements, dividend policy, and funding arrangements

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company

13. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement

14. Execution: Formal execution blocks for all parties

Optional Sections

1. Tag Along and Drag Along Rights: Include when there are majority shareholders who may want to sell their stake or force a company sale

2. Founder Provisions: Include when original founders retain shares and require special provisions or protections

3. Employee Share Scheme: Include if the company has or plans to implement an employee share scheme

4. Intellectual Property Rights: Include when IP is a significant company asset requiring specific protection

5. Non-Compete and Non-Solicitation: Include when shareholders might have competing interests or access to sensitive information

6. Put and Call Options: Include when shareholders want specific rights to buy or sell shares under certain conditions

7. Dead Lock Provisions: Include when there are equal shareholdings that might result in decision-making deadlocks

8. Foreign Investment Provisions: Include when there are foreign shareholders or potential foreign investment considerations

Suggested Schedules

1. Schedule 1 - Company Details: Details of the company including ACN, registered office, and current directors

2. Schedule 2 - Shareholder Details: List of all shareholders, their shareholdings, and share classes

3. Schedule 3 - Reserved Matters: List of decisions requiring special majorities or unanimous consent

4. Schedule 4 - Share Transfer Procedures: Detailed procedures for implementing share transfers

5. Schedule 5 - Deed of Accession: Pro forma deed for new shareholders to accede to the agreement

6. Schedule 6 - Original Agreement: Copy of the original shareholders agreement being amended

7. Schedule 7 - Valuation Methodology: Agreed methods for valuing shares in various circumstances

8. Appendix A - Board Charter: Detailed governance procedures and board responsibilities

9. Appendix B - Business Plan: Current business plan and strategic objectives

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accession Deed
Affiliate
Agreement
Annual Budget
Board
Business
Business Day
Business Plan
Chairman
Company
Company Constitution
Completion Date
Confidential Information
Corporations Act
Director
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Expert
Insolvency Event
Intellectual Property
Material Contract
Meeting
Member
New Securities
Original Agreement
Permitted Transfer
Pre-emptive Rights
Purchase Price
Related Body Corporate
Related Party
Reserved Matter
Resolution
Security Interest
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Tag Along Notice
Tag Along Right
Transfer Notice
Transferee
Transferor
Valuation Date
Clauses
Parties
Definitions
Amendment and Restatement
Interpretation
Share Capital
Share Transfers
Pre-emptive Rights
Tag Along Rights
Drag Along Rights
Share Valuation
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Future Funding
Non-Competition
Confidentiality
Intellectual Property
Related Party Transactions
Default
Exit Provisions
Deadlock Resolution
Dispute Resolution
Termination
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Costs
Warranties
Indemnification
Amendment
Accession
Good Faith
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Mining and Resources

Agriculture

Construction

Education

Transport and Logistics

Media and Entertainment

Energy

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Leadership

Finance

Compliance

Corporate Development

Investor Relations

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Managing Director

Board Director

Chairman

Chief Operating Officer

Investment Manager

Corporate Development Manager

Compliance Officer

Company Director

Shareholder Relations Manager

Chief Legal Officer

Industries
Corporations Act 2001 (Cth): Primary legislation governing company operations, shareholder rights, director duties, meeting procedures, and corporate governance requirements in Australia
Competition and Consumer Act 2010 (Cth): Relevant for provisions regarding anti-competitive behavior, especially in relation to share transfer restrictions and voting arrangements
Australian Contract Law: Common law principles governing contract formation, interpretation, and enforcement, essential for the overall validity and enforceability of the agreement
Income Tax Assessment Act 1997 (Cth): Relevant for provisions relating to dividend distributions, share transfers, and tax implications of various shareholder arrangements
Personal Property Securities Act 2009 (Cth): Applicable when dealing with security interests in shares and registration requirements for such interests
ASX Listing Rules: If the company is listed or planning to list, these rules govern various aspects of shareholder arrangements and must be complied with
Foreign Acquisitions and Takeovers Act 1975 (Cth): Relevant if any foreign shareholders are involved or if foreign investment approval might be required for share transfers
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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